Advantage Solutions Inc. 8-K

What Happened

• Advantage Sales & Marketing Inc., an indirect subsidiary of Advantage Solutions Inc., announced on Feb 23, 2026 that holders validly tendered $589,883,000 (greater than 99%) of its outstanding 6.50% Senior Secured Notes due 2028 in a previously announced exchange offer and related consent solicitation.
• The company and the trustee entered into a Second Supplemental Indenture on Feb 23, 2026 to implement the proposed amendments (subject to settlement). The withdrawal deadline was not extended, so tenders and consents are generally irrevocable. Settlement of the Exchange Offer and Consent Solicitation is expected on March 11, 2026.

Key Details

• Tendered amount: $589,883,000 of Existing Notes — over 99% of the total outstanding principal.
• Existing Notes: 6.50% Senior Secured Notes due 2028; New Notes offered: 9.000% Senior Secured Notes due 2030 (plus cash consideration).
• Proposed Amendments (to become operative upon settlement): remove substantially all affirmative and negative covenants, mandatory offer/change-of-control provisions, and events of default; terminate subsidiary guarantors’ guarantees (Guarantor Release); and release collateral securing the Existing Notes (Collateral Release).
• Important dates: Early Tender/Withdrawal Deadline — Feb 23, 2026; Supplemental Indenture executed Feb 23, 2026; expected Settlement Date — March 11, 2026. Press release announcing results filed Feb 24, 2026.

Why It Matters

• For investors, the exchange and consent results are material because they replace the 2028 notes with new 2030 notes and cash while eliminating many protections for noteholders (covenants, certain default/change-of-control protections), and removing subsidiary guarantees and collateral.
• These changes increase the company’s contractual flexibility but reduce creditor protections tied to the Existing Notes; the Proposed Amendments become effective only upon settlement (expected Mar 11, 2026).
• Retail investors should note the higher coupon on the New Notes (9.00%) and the potential implications for credit structure and recovery priorities if the collateral and guarantees are released.